TIDMSAVP
RNS Number : 2701B
Savannah Petroleum PLC
08 January 2018
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SINGAPORE
8 January 2018
Savannah Petroleum PLC
("Savannah" or the "Company")
Result of General Meeting and Company Presentation
Savannah held a general meeting at 3.00 p.m. today to approve,
inter alia, the Company's proposed acquisition of the Seven Assets
from Seven and the Seven Energy Creditor Group, and the issue and
allotment of, inter alia, the Second Tranche Placing Shares, the
Consideration Shares and the EBT Shares. In total, there were 12
resolutions proposed and the Company is pleased to announce that
all 12 resolutions proposed were duly passed. Further details on
the Resolutions are contained in the Company's AIM Admission
Document published on 22 December 2017 ("Admission Document"),
which is available on the Company's website.
The Second Tranche Placing Shares, the Consideration Shares and
the EBT Shares will be issued, allotted and admitted to trading on
AIM shortly after settlement of the Exchange Offer, currently
expected to be complete in early February. Further updates will be
provided as appropriate.
Unless otherwise defined, capitalised terms in this announcement
have the same meaning ascribed to them in the Company's Admission
Document.
Update on Lock-up Agreement and Exchange Offer
Savannah confirms that, as at 5.00 p.m. (London time) on 5
January 2018, no holder of 10.25% Senior Secured Notes which is a
party to the Lock-up Agreement entered into by Savannah, the Seven
Group and certain creditors of the Seven Group dated 14 November
2017 as amended on 21 December 2017 has provided notice in
accordance with the Lock-Up Agreement that it intends to terminate
the Lock-Up Agreement. Savannah therefore intends to announce
commencement of an exchange offer and consent solicitation with
respect to the 10.25% Senior Secured Notes (the "Exchange Offer")
in due course. The terms and conditions of any Exchange Offer will
be provided at the time of the Exchange Offer's announcement.
Updated Company Presentation
An updated corporate presentation can now be accessed on the
Company's website (www.savannah-petroleum.com). The presentation
contains no new material information.
For further information contact:
Savannah Petroleum +44 (0) 20 3817 9844
Andrew Knott, CEO
Isatou Semega-Janneh, CFO
Jessica Hostage, VP Strategy
& Implementation
Strand Hanson (Nominated
Adviser) +44 (0) 20 7409 3494
James Spinney
Rory Murphy
Ritchie Balmer
Hannam & Partners (Financial
Adviser and Joint Broker)
Neil Passmore
Chris Byrne
Samuel Merlin +44 (0) 20 7907 8500
PJT Partners (Financial Adviser) +44 (0) 20 3650 1100
David Riddell
Matthew Slaffer
Brad Knudtson
Barclays Bank PLC (Global
Coordinator and Joint Bookrunner) +44 (0) 20 7623 2323
Simon Oxley
Flora Shen
Stephanie Kogels
Mirabaud Securities Limited
(Joint Bookrunner and Joint
Broker) +44 (0) 20 7878 3362
Peter Krens
Rory Scott
Shore Capital Stockbrokers
Limited (Lead Manager) +44 (0) 20 7408 4090
Jerry Keen
Mark Percy
Toby Gibbs
Celicourt Communications
(Financial PR) +44 (0) 20 7520 9266
Mark Antelme
Jimmy Lea
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014, and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
This announcement is for informational purposes only and shall
does not constitute or form part of any prospectus, offer or
invitation to sell or issue or any solicitation of any offer to
purchase or subscribe for any securities the United States or in
any other jurisdiction, nor shall it (or any part of it), or the
fact of its distribution, form the basis of, or be relied upon in
connection with, or act as any inducement to enter into, any
contract or commitment whatsoever relating to any securities.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America, or distributed,
directly or indirectly, in the United States of America. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada or Japan or to any
persons in any of those jurisdictions, except in compliance with
applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities laws. The distribution
of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
This announcement does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in
the United States of America, Australia, Canada or Japan or in any
jurisdiction in which such offer or solicitation is unlawful.
The securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or with any securities regulatory authority of any state or other
jurisdiction of the United States. The securities may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. There will be no public offer of the
securities in the United States. The securities referred to herein
have not been registered under the applicable securities laws of,
Canada, Australia or Japan or and, subject to certain exceptions,
may not be offered or sold within Canada, Australia or Japan or to
any national, resident or citizen of Canada, Australia or
Japan.
Neither the Company, Barclays Bank PLC, Strand Hanson Limited,
Hannam & Partners, Mirabaud Securities Limited, Shore Capital
Stockbrokers Limited or any of their respective parent or
subsidiary undertakings, or the subsidiary undertakings of any such
parent undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("their respective affiliates") accepts any responsibility
or liability whatsoever for/or makes any representation or
warranty, express or implied, as to this announcement, including
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith. The Company, Barclays Bank PLC, Strand Hanson Limited,
Hannam & Partners, Mirabaud Securities Limited, Shore Capital
Stockbrokers Limited and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Barclays Bank PLC, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this document) as a client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Placing or any
transaction, arrangement or matter referred to in this
document.
In connection with the Placing, Barclays Bank PLC and any of its
affiliates, acting as investors for their own accounts, may
subscribe for or purchase Ordinary Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references in the final admission document,
once published, to the Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by Barclays Bank PLC, or any of its affiliates,
acting as investors for their own accounts. In addition Barclays
Bank PLC may enter into financing arrangements with investors, such
as share swap arrangements or lending arrangements where Ordinary
Shares are used as collateral, that could result in Barclays Bank
PLC acquiring shareholdings in the Company. Barclays Bank PLC does
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Forward-looking statements
This announcement contains statements that constitute
forward-looking statements, beliefs or opinions, including
statements relating to business, financial condition and results of
operations of Savannah. All statements regarding the future involve
known and unknown risks and uncertainties and various factors could
cause actual future results, performance or events to differ
materially from those described or implied in these statements.
Further, certain forward-looking statements are based upon
assumptions of future events which may not prove to be accurate and
Savannah does not accept any responsibility for the accuracy of the
opinions expressed in this announcement or the underlying
assumptions. The forward-looking statements in this announcement
speak only as at the date of this announcement and Savannah and its
affiliates expressly disclaim any obligation or undertaking to
review or release any updates or revisions to these forward-looking
statements to reflect any change in Savannah's expectations with
regard thereto or any change in events, conditions or circumstances
on which any statement is based after the date of this announcement
or to update or to keep current any other information contained in
this announcement or to provide any additional information in
relation to such forward-looking statements, unless required to do
so by applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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